UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2020
Primo Water Corporation
(Exact name of registrant as specified in its charter)
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Canada
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001-31410
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98-0154711
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Corporate Center III
4221 W. Boy Scout Blvd., Suite 400
Tampa, Florida, United States
(Address of Principal Executive Offices)
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33607
(Zip Code)
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Registrant’s telephone number, including area code: (813) 313-1732
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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Common shares without nominal or par value
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PRMW
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New York Stock Exchange
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PRMW
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Toronto Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.05.
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Costs Associated with Exit or Disposal Activities.
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On June 11, 2020, the Board of Directors of Primo Water
Corporation (the “Company”) approved a plan intended to optimize synergies from the Company’s transition to a pure-play water company following the previously disclosed acquisition of the legacy Primo business and to mitigate the negative financial
and operational impacts of the COVID-19 pandemic, including implementing headcount reductions and furloughs in North America, Europe, and Israel. The Company expects to incur approximately $19.0 million in severance and other related costs, all of
which are expected to result in cash expenditures and are expected to be fully paid by the end of
2020. These actions are being implemented as part of a comprehensive review of the Company’s operations and are intended to streamline and reduce the Company’s operating cost structure and capitalize
on previously communicated acquisition synergies yielding $35.0 million in annual run-rate synergies starting in 2022.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and
uncertainties and the Company cautions you that several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this Current Report on
Form 8-K include, but are not limited to, costs incurred in connection with the plan. The forward-looking statements are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be
reasonable, but there is no assurance that they will prove to be accurate. Factors that could cause actual results to differ materially from those described in this Current Report on Form 8-K include, among others, expected synergies and cost
savings are not achieved or achieved at a slower pace than expected; integration problems, delays or other related costs; retention of customers and suppliers; risks related to public health and safety events, including the COVID-19 outbreak; the
Company’s ability to reduce costs in connection with COVID-19; and the Company’s ability to manage its supply chain, manufacturing, distribution or other business processes in light of the COVID-19 outbreak. The foregoing list of factors is not
exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk
factors contained in the Company’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. The Company does not undertake to update or revise any of these statements considering
new information or future events, except as expressly required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Primo Water Corporation
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(Registrant)
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June 12, 2020
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By: |
/s/ Marni Morgan Poe
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Marni Morgan Poe
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Chief Legal Officer and Secretary
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